공지 • Aug 19
Nasdaq Hearings Panel Grants 180 Days Extension to Coliseum Acquisition Corp.'s to Regain Compliance with Nasdaq IM-5101-2 As previously reported, on June 25, 2024, Coliseum Acquisition Corp. (the Company") received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq") indicating that the Company was not in compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement and that, unless the Company timely requested a hearing, the Company's securities would be subject to suspension and delisting. The Company requested a hearing and the hearing was held on August 8, 2024. On August 14, 2024, the Nasdaq Hearings Panel notified the Company that it granted the Company's request for continued listing on Nasdaq and an exception to Nasdaq IM-5101-2. Specifically, the Company will now have 180 days from the date of the delisting notice, or until December 23, 2024, to complete its initial business combination, provided that the Company provides the Hearings Panel with certain progress updates relating to the status of the business combination. 공지 • Jun 29
Coliseum Acquisition Receives a Notice from Nasdaq Due to its Non-Compliance with Nasdaq IM-5101-2 On June 25, 2024, Coliseum Acquisition Corp. (the ‘Company’) received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (‘Nasdaq’) indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the ‘Panel’), the Company’s securities would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on July 5, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. The Company intends to timely request a hearing before the Panel to request additional time to complete its previously announced business combination with Rain Enhancement Technologies Inc. If timely filed, the hearing request will result in a stay of any suspension or delisting action pending the hearing. 공지 • Jun 27
Rain Enhancement Technologies, Inc. (RET) entered into a business combination agreement to acquire Coliseum Acquisition Corp. (NasdaqCM:MITA) from Coliseum Acquisition Sponsor LLC, Berto LLC, Harry L. You and others for $45 million in a reverse merger transaction. Rain Enhancement Technologies, Inc. (RET) entered into a business combination agreement to acquire Coliseum Acquisition Corp. (NasdaqCM:MITA) from Coliseum Acquisition Sponsor LLC, Berto LLC, Harry L. You and others for $45 million in a reverse merger transaction on June 25, 2024. RET will rollover equity in the amount of $45 million in the combined company and will hold 52.4% stake in the merged entity at 100% redemption. Upon closing, it is intended that the combined company will be listed on Nasdaq under the ticker symbol “RAIN.” RET’s management team, led by CEO Chris Riley, will continue to lead the public company following the transaction.
Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to certain conditions, including any required regulatory approvals; the requisite approval by Coliseum’s and RET’s shareholders having been obtained; the Registration Statement having been declared effective by the SEC under the Securities Act of 1933, as amended; Class A Common Stock to be issued in connection with the Business Combination having been accepted for listing on Nasdaq or another national securities exchange mutually agreed to in writing by the parties to the Business Combination Agreement; the sum of the funds contained in the trust account (after giving effect to redemptions of Coliseum Public Shares and before the payment of transaction expenses), together with the cash on Coliseum’s balance sheet and the aggregate amount of gross proceeds from any Closing Offering, being equal to or greater than $10,000,000. Upon recommendation of the transaction committee of the board of directors of Coliseum, Coliseum Board has determined that the transaction is in the best interests of Shareholders and approved this agreement. The board of directors of RET unanimously approved this Agreement. The Business Combination is expected to close in the third quarter of 2024.
Stephen J. Doyle of TCF Law Group, PLLC is acting as legal counsel to RET. Joel Rubinstein of White & Case LLP is acting as legal counsel to Coliseum. Continental Stock Transfer & Trust Company acted as transfer agent to Coliseum Acquisition Corp. 공지 • Apr 02
Coliseum Acquisition Corp. announced delayed annual 10-K filing On 04/01/2024, Coliseum Acquisition Corp. announced that they will be unable to file their next 10-K by the deadline required by the SEC. 